REPORT ON CORPORATE GOVERNANCE
I. Company's Philosophy on Code of Governance:
The Company's philosophy on Corporate Governance envisages attainment of transparency and accountability in all spheres including its dealings with employees, shareholders, customers, vendors, lenders and others. Thus, Corporate Governance is a reflection of Company's culture, policies, Company's relationship with stakeholders and Company's commitment to values. The Company believes that it has established systems and actions which are compliant with the requirements stipulated by the Securities and Exchange Board of India ('SEBI') from time to time, under the revised Clause 49 of the Listing Agreement entered into with the Stock Exchanges, which came into effect from 1st October, 2014. These systems and actions of the Company are designed to further the objectives of good governance of the Company, thereby enhancing its performance and increasing stakeholders' value.
The Corporate Governance philosophy of the Company has been further strengthened with the adoption of the Code of Conduct of the Company and among others, the Code for Prevention of Insider Trading. The Company, through its Board and committees, endeavors to maintain high standards of Corporate Governance for the benefit of its stakeholders.
Compliance with the requirements of Clause 49 of the Listing Agreement relating to Corporate Governance are set out below:
II. Board of Directors:
The present composition of the Board is in compliance with the Clause 49(II)(A) of the Listing Agreement.
Profile of Promoter Directors:
1. Mr. K.L.Rathi, Chairman, is B.Sc, B.Sc.(Tech) and M.A.(Chem) from Columbia University, USA and has been associated with the Company for more than four decades .
2. Mr. P.R.Rathi, Vice Chairman and Managing Director, is MS in Chemical Engineering from MIT, USA and M.B.A. from Columbia University, USA and has been associated with the Company for more than three decades .
3. Mr. R.B.Rathi, Director, is B.E.Mech. Engg from MIT, Pune, B.S.Chem. Engg. from Ohio University USA and M.B.A. from Pittsburgh University, USA. Mr. R.B.Rathi has been associated with the Company for the past two decades.
4. Mr. N.J.Rathi, Non-Executive Director, is M.Com from University of Pune and M.B.A. from USA and has been associated with the Company for more than four decades.
Profile of Non-Executive, Independent Directors:
1. Mr. S.N.Inamdar, is a leading advocate and an expert in Income Tax matters. Mr. S.N.Inamdar is Chairman of Audit Committee of the Board of Directors and is also on the Board of several other Companies.
2. Mr. P.P.Chhabria, is the original Promoter of Finolex Group of companies coming under flagship Finolex Brand. Mr.P.P.Chhabria is also on the Board of several other Companies.
3. Mr. D.N.Damania,is B.E Mechanical Engineering from Pune University and a renowned technocrat. Mr. D.N. Damania is also on the Board of several other Companies.
4. Mr. S.Padmanabhan, is M.Sc. (Physics) from Delhi University and Bachelor of General Law from Mumbai University. Mr. S.Padmanabhan has a diploma in Development Economics from University of Cambridge, U.K. and a Diploma in Management Accounting from Bajaj Institute of Management, Mumbai. A former IAS Officer, Mr. S.Padmanabhan has wide experience in setting up of industrial projects, finance and administration. Mr. S.Padmanabhan is also on Board of several other Companies.
5. Mr. S.K.Asher, is a Fellow member of the Institute of Chartered accountants of India and Commerce & Law graduate from the Bombay University. Mr. Sanjay Asher is senior partner of M/s Crawford Bayley & Co, Mumbai and is also on the Board of several other Companies.
6. Mrs. R.F.Forbes, is a Graduate in Psychology and Sociology from Bombay University and has further done special courses on Women in Leadership, Human Resources and Organisational Behaviour and Social Entrepreneurship and Philanthropy from IIM Ahmedabad and Stanford University. She is also on the Board of other companies including Forbes Marshall Private Ltd. since 1999.
7. Mrs. S.A.Panse, has done M.Sc., D.B.M. (Diploma in Business Management), MMS (Masters in Management Sciences with specialization in Financial Management) from Pune University and M.B.A. (Masters in Business Administration with specialization in Bank Management) from Drexel University, USA. She has also acquired a professional qualification C.A.I.I.B. (Certified Associate of Indian Institute of Bankers).
Profile of Non - Executive, Non - Independent Director:
Mr. Naresh T Raisinghani, is the CEO and Executive Director of Breakthrough Management Group International, Mumbai. He has done his Management from Harvard Business School and his Bachelors in Mechanical Engineering from University of Mumbai. Mr.Naresh T. Raishinghani is also on the Board of other Companies.
II.2 Meetings and Attendance:
During the Financial Year, 2014-2015, five meetings of the Board of Directors were held on 23rd May, 2014, 9th August, 2014, 29th September, 2014, 14th November, 2014 and 13th February, 2015.
None of the directors is a member in more than 10 mandatory committees or acting as Chairman of more than five committees across all companies in which he / she is a director. The necessary disclosures regarding Committee positions have been made by the Directors.
III. Delegation of Authority and Responsibilities:
The Company has established a system of Delegation of Authority to define the limits of authority delegated to specified positions of responsibility within the Company and to establish the obligations that are to be performed by individuals. The approval of commitments and responsibilities outlined in this system are approved by the Managing Director and noted by the Board of Directors.
The Working Directors of the Company have delegated responsibilities coupled with necessary authorities to Officials of the Company so as to designate them as "Responsible Persons" and to vest in them, the authority and responsibility to ensure that all statutory compliances as applicable are complied. The Board periodically reviews the Compliance Report in relation to all laws applicable to the Company.
IV. Information placed before the Board of Directors:
The information as required under Annexure - X to Clause 49 of the Listing Agreement is made available to the Board in every meeting.
V. Audit Committee:
The Company has constituted a qualified Audit Committee complying with Clause 49 (III) of the Listing Agreement. All members of the Committee are financially literate, with Mr. S.N.Inamdar, Chairman of the Committee, having the relevant accounting and financial expertise.
Meetings and attendance during the year
During the Financial Year 2014-2015, five meetings of the Audit Committee were held on 23rd May, 2014, 9th August, 2014, 29th September, 2014, 14th November, 2014 and 13th February, 2015.
Mr. P.S. Raghavan, Company Secretary is Secretary to the Audit Committee.
Mr. S.N.Inamdar, Chairman of the Audit Committee was present at the previous Annual General Meeting held on 9th August, 2014.
Terms of Reference of Audit Committee
The Audit Committee of the Company is entrusted with the following powers and responsibilities to supervise the Company's internal control and financial reporting process.
Powers of Audit Committee
The primary objective of Audit Committee is to monitor and provide effective supervision of the management's financial reporting process with a view to ensure accurate, timely and proper disclosures, transparency, integrity and quality of financial reporting. The Audit Committee is empowered, pursuant to its terms of reference, inter alia, to:
1. Investigate any activity within its terms of reference of the Companies Act, 2013 or referred to it by the Board and for its purpose, shall have full access to information contained in the records of the Company and external professional, legal or other advice, if necessary;
2. Seek information from any employee;
3. Obtain outside legal or other professional advice; and
4. Secure attendance of outsiders with relevant expertise wherever it considers necessary.
Role of Audit Committee
The role of the Audit Committee is in line with the Clause 49 of the Listing Agreement and the Committee performs among others the following functions :
1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the Financial Statements are correct, sufficient and credible;
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the Statutory Auditor and the fixation of audit fees;
3. Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;
4. Reviewing, with the Management, the annual Financial Statements before submission to the Board for approval, with particular reference to:
a) Matters required to be included in the Director's Responsibility Statement to be included in the Board's Report;
b) Changes, if any, in accounting policies and practices and reasons for the same;
c) Major accounting entries involving estimates based on the exercise of judgment by Management;
d) Significant adjustments made in the Financial Statements arising out of audit findings;
e) Compliance with listing and other legal requirements relating to Financial Statements;
f) Qualifications in the draft audit report, if any;
5. Approval or any subsequent modification of transactions of the Company with related parties;
6. Reviewing, with the Management, the quarterly Financial Statements before submission to the Board for approval;
6A. Reviewing and monitoring with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the Auditor's independence and performance, and effectiveness of audit process;
8. Review and discuss with the management the status and implications of major legal cases;
9. Reviewing the adequacy of Internal Audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit;
10. Discussion with Internal Auditors on any significant findings and follow up thereon.
11. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
12. Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
13. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors, if any.
14. To review the functioning of the Whistle Blower mechanism from time to time, address genuine concerns; and :
a) To ensure the action taken on the alleged complaints received under this mechanism;
b) To review the adequacy of the final outcome of such compliant and ensure that the reward or punishment is commensurate with the final outcome;
c) To get an independent expert opinion, if need be, on the alleged complaint.
15. Direct access to the Chairman of the Committee, in appropriate or exceptional cases, to the vigil mechanism established by the Company.
16. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate.
17. Scrutiny of inter-corporate loans and investments.
18. Valuation of undertakings or assets of the Company, wherever it is necessary.
19. Valuation of internal financial controls and risk management systems.
20. Mandatorily reviewing the following information :
a) Management discussion and analysis of financial condition and results of operations;
b) Statement of significant related party transactions;
c) Management letters / letters of internal control weakness issued by the Statutory Auditors;
d) Internal audit report relating to internal control weakness;
e) Appointment, removal and terms of remuneration of the Internal Auditor (s).
21. Review of Financial Statements, Investments made in Wholly Owned Subsidiary Companies i.e. Prescient Color Limited, RIECO Industries Limited, Sudarshan Europe B.V. and step down Subsidiary i.e. Sudarshan North America, Inc.
22. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
The full text of the Charter of the Audit Committee is available at the Company's website www.sudarshan.com VI. Nomination and Remuneration Committee: Composition and Meetings
During the Financial Year 2014-2015, two meetings of the Remuneration Committee were held on 23rd May, 2014 and 11th February, 2015.
Terms of Reference
1. To identify persons:
(i) who are qualified to become directors; and
(ii) who may be appointed in Senior Management in accordance with the criteria laid down by NRC for determining qualifications and positive attributes;
The expression 'senior Management' has been defined vide Explanation to sub-section (8) of Section 178 of the 2013 Act.
Senior Management of the Company shall consist of :
(i) those identified by the Company as forming part of the core management team;
(ii) Senior Management (other than Board of Directors / Board) who are one level below the Executive Directors;
(iii) functional heads (even though they may be more than one level below the Executive Directors).
2. To recommend to the Board, the appointment and removal of Directors and Senior Management personnel;
3. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board, a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees;
4. To determine or review on behalf of the Board, the compensation package, service agreements and other employment conditions for managing or whole time director (s);
5. To determine on behalf of the Board, the quantum of annual increments or incentives on the basis of performance of the Key Managerial Personnel;
6. To formulate, amend and administer stock option plans and grant stock options to Managing or Whole Time Director (s) and employees of the Company;
7. To formulate or lay down the criteria for evaluating the Independent Directors and the Board, that is to say, the criteria for performance evaluation of the Independent Directors;
8. To devise a policy on succession planning Board diversity;
9. To consider other matters, as from time to time, be referred to it by the Board. Remuneration Policy
The Company, while deciding the remuneration package of the Working Directors and Senior Management takes into consideration the following items: (a) employment scenario; (b) remuneration package of the industry; and (c) remuneration package of the managerial talent of other industries. The annual variable pay of Working Directors and Senior Management is linked to the performance of the Company in general and their individual performance for the relevant year measured against specific Key Result Areas, which are aligned to the Company's objectives. For more details, please refer to the Remuneration Policy of the Board, KMP appearing in the Directors' Report.
The Company pays remuneration by way of salary, perquisites and allowances (fixed component) and Performance Linked Variable Allowance (PLVA) / Commission (variable component) to Managing Director / Dy. Managing Director. Salary is paid within the range approved by the Shareholders. Annual increments effective on 1st April each year, as recommended by the Nomination and Remuneration Committee, are approved by the Board. Commission is calculated with reference to net profits of the Company in a particular Financial Year and is determined by the Board of Directors at the end of the Financial Year based on the recommendations of the Nomination and Remuneration Committee, subject to overall ceilings stipulated in Section 197 of the Companies Act, 2013. Specific amount payable to such directors is based on the performance criteria laid down by the Board which broadly takes into account the profits earned by the Company for the year.
The Non-Executive Directors (NEDs) are paid remuneration by way of Sitting Fees. Subject to the shareholders' approval to be obtained at the ensuing 64th AGM scheduled on 14th August 2015, Commission @ 1% subject to a maximum amount of Rs.25 Lacs is proposed to be paid (computed in accordance with Section 198 of the Companies Act, 2013).
The distribution of Commission amongst the NEDs is placed before the Board. The Commission is decided and distributed by the Chairman on the basis of their attendance and contribution at the Board and certain Committee Meetings as well as time spent on operational matters other than at the meetings.
Formal letter of appointment to Independent Directors :
The Company has issued a formal letter of appointment to each of the Independent Directors. The terms and conditions of appointment have been disclosed on the website of the Company www.sudarshan.com
Performance evaluation mechanism :
As mandated under Schedule IV to the Companies Act, 2013 concerning Code for Independent Directors, the performance evaluation mechanism of the Independent Directors and the Board as a whole was duly completed for the Financial Year 2014-15. For more details please refer the Director's Report for the year under review.
Independent Directors meeting :
A separate meeting of the Independent Directors of the Company was held on 13th February, 2015 without the attendance of Non-Independent Directors and Members of the Management. The Independent Directors reviewed (i) the performance of Non-Independent directors and the Board as a whole; (ii) the performance of the Chairman of the Board taking into account the views of the Executive Directors and Non-Executive Directors ; and (iii) assessed the quality, quantity and timeliness of flow of information between the Company management and the Board required to effectively and reasonably perform their duties and have expressed satisfaction .
Familiarization program for Independent Directors :
Your directors has adopted an ongoing Familiarization Program (''the Program") for Independent Directors pursuant to Clause 49 (II) (B) (7) of the Listing Agreement. The Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company and to help them in the efficient discharge of their roles, rights and responsibilities in the Company. Details of such programs have been disclosed on the company's website www.sudarshan.com
Board Diversity Policy
The Company recognizes and embraces the importance of a diverse Board in its success. The Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, which will ensure that the Company retains its competitive advantage.
The Company believes that a diverse Board will contribute to the achievement of its strategic and commercial objectives, including to:
- drive business results;
- make corporate governance more effective;
- enhance quality and responsible decision making capability;
- ensure sustainable development; and
- enhance the reputation of the Company.
Full text of the Board diversity policy is available on the Company's website www.sudarshan.com
In addition to sitting fees, Mr. S.N. Inamdar is also paid fees for rendering professional services. However these are not material in nature.
The full text of the Charter of the Nomination and Remuneration Committee is available at the Company's website www.sudarshan.com
VII. Stakeholders' Relationship Committee:
The Stakeholders' Relationship Committee comprises of the following Directors:
Terms of Reference
1. To consider and resolve the grievances of security holders of the Company including complaints related to :
a. Transfer of shares;
b. Non-receipt of Balance Sheet;
c. Non-receipt of declared dividends; and
d. Any other investors' grievance raised by any security holder;
2. To approve transfer or transmission of equity shares, debentures or any other securities;
3. To issue duplicate share certificates;
4. To approve and issue fresh share certificates by way of split, consolidation or renewal of the existing share certificates or in any other manner;
5. To allot fully or partly paid-up shares, convertible debentures or other financial instruments convertible into equity shares at a later stage;
6. To ensure that the rights of stakeholders that are established by law or through mutual agreements are respected;
7. To offer stakeholders the opportunity to obtain effective redress for violation of their rights and to monitor the resolution of their grievances;
8. To encourage mechanisms for employee participation;
9. To ensure that stakeholders have access to relevant, sufficient and reliable information on a timely and regular basis to enable them to participate in Corporate Governance process;
10. To devise an effective whistle blower mechanism enabling stakeholders, including individual employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices;
11. To oversee the performance of the Registrars and Share Transfer Agents of the Company;
12. To look into such other matters as may from time to time be required by any statutory or regulatory authority to be attended by the Committee;
13. To consider other matters, as from time to time, be referred to it by the Board.
The full text of the Charter of the Stakeholders Relationship Committee is available at the Company's website www.sudarshan.com
During the Financial Year 2014-2015, two meetings of the Stakeholders' Relationship Committee was held on 14th November, 2014 and 11th February, 2015. All the members of this Committee attended both the meetings.
Based on the report received from the Company's Registrars, no complaint was received from SEBI, Stock Exchange(s).
Name, Designation and address of Compliance Officer:
Mr. P.S. Raghavan Company Secretary
Sudarshan Chemical Industries Limited, 162 Wellesley Road, Pune 411 001 Maharashtra, India
VIII. Risk Management Committee :
Risk is an integral and inseparable component of the business operations of a company. Risks which a company may face include market risks, financial reporting risks, finance risk, fluctuations in foreign exchange, technological risks, human resource management and legal or compliance risks. The Company believes that identifying significant risks which the Company may face and devising risk assessment and mitigation procedures to tackle such risks would play an important role in protecting shareholder value, improving governance processes and meeting unforeseen exigencies in the cycle of conduct of business operations of the Company.
The present Members of the Risk Management Committee are :
(i) Mr. D.N.Damania, Chairman
(ii) Mr. S.Padmanabhan, Director
(iii) Mr. P.R.Rathi, Vice Chairman & Managing Director
(iv) Mr. R.B.Rathi, Dy.Managing Director
(v) Mr. A.Vij, Chief Operating Officer - Pigment Division
(vi) Mr. N.V.Kamat, Sr. General Manager - SHE
(vii) Mr. V.V.Thakur, Dy. General Manager - Finance (Acting CFO)
Terms of Reference
1. The Risk Management Committee shall assist the Board with the identification and management of risks to which the Company is exposed. However they shall not be responsible to address risks which come under the purview of the Audit Committee , Nomination and Remuneration Committee or any other committee constituted by the Board to address any specific risk.
2. The Risk Management Committee shall ensure effective implementation of the Policy of the Company. This shall among others include :
(i) putting in place risk management frameworks and processes;
(ii) identifying risks and promoting a pro-active approach to treating such risks;
(iii) conducting regular risk assessments;
(iv) allocating adequate resources to mitigate and manage risks and minimize their adverse impact on outcomes;
(v) striving towards strengthening the risk management system through continuous learning and improvement;
(vi) delineating business continuity processes and disaster management plans for unforeseen exigencies and providing clear and strong basis for informed decision making at all levels of the organization;
(vii) deploying strategies and methods to reduce the severity of risks;
(viii) complying with all relevant laws and regulations across its areas of operation; and
(ix) communicating the Policy to the required stakeholders through suitable means and periodically reviewing its relevance in a dynamic business environment.
The first meeting of the Risk Management Committee was held on 12th February, 2015. Mr. S.Padmanabhan, Director presided over the meeting.
The full text of the Charter of the Risk Management Committee is available at the Company's website www.sudarshan.com
IX. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:
Corporate Social Responsibility Committee has been constituted in accordance with the provisions of Section 135 of the Companies Act, 2013
Terms of Reference
The CSR Committee shall:
i. Formulate CSR Policy and recommend the same to the Board of the Company for approval;
ii. Recommend CSR Activities as specified in Schedule VII to the Act including any amendments or modification from time to time as applicable;
iii. Approve to undertake CSR Activities in collaboration with group companies or other companies or nongovernmental organizations and to separately report the same in accordance with the CSR Rules;
iv. Recommend the amount of expenditure to be incurred on the CSR Activities;
v. Spend the allocated CSR amount on the CSR Activities once it is approved by the Board of the Company in accordance with the Act and the CSR Rules;
vi. Monitor the Corporate Social Responsibility Policy of the Company from time to time;
vii. Monitor and ensure that the surplus arising out of the CSR projects or programs or activities shall not form part of the business profits of a Company;
viii. Formulate a transparent mechanism for ensuring implementation of the projects, programs or activities proposed to be undertaken by the Company or the end use of the amount spent towards CSR Activities;
ix. Ensure that all the income accrued to the Company by way of CSR Activities is credited back to the CSR corpus;
x. Approve the responsibility statement relating to implementation and monitoring of CSR Policy in compliance with CSR Objectives and CSR Policy of the Company and submit reports to the Board in respect of CSR Activities undertaken by the Company;
xi. Review and ensure compliance with the requirements of the provisions of the Act, CSR Rules and periodical disclosure requirements;
xii. Authorise executives of the Company to attend the meetings of the CSR Committee. The Committee reports regularly to the Board such matters as are relevant to the Company. Composition
CSR Committee currently consists of following Members:
1. Mrs. Rati F. Forbes, Chairman
2. Mr. P.R.Rathi, Member &
3. Mr. R.B.Rathi, Member
During the Financial Year 2014-15, two meetings of the CSR Committee were held on 7th August, 2014 and 13th February, 2015. All the members were present at these two meetings.
X. Other committees constituted by the Company:
1. Finance Committee: The scope of the Committee is to approve raising of short term finance within the overall limits set up by the Board.
Mr. P.R.Rathi, Mr. K.L.Rathi, Mr. N.J.Rathi and Mr. S.N.Inamdar, Directors constitute members of the Committee.
2. Share transfer committee: The scope is to approve / reject the transfers based on the report of the Company's Registrar and Transfer Agents, M/s Link Intime India Private Limited.
Mr. K.L.Rathi, Mr. P.R.Rathi and Mr. N.J.Rathi, Directors constitute members of the Committee.
Meetings are held at convenient intervals to ensure transfer and dispatch of share certificates within the stipulated time limit prescribed by the stock exchanges.
3. Issue of Share Certificates / Duplicate shares Certificates Committee: The scope of the committee is to approve issue of Duplicate share certificates arising out of split / consolidation and loss of share certificates.
Mr. K.L.Rathi, Mr. N.J.Rathi and Mr. S.N.Inamdar, Directors constitute members of the committee.
Meetings are held at convenient intervals to ensure issue and dispatch of share certificates within the stipulated deadline prescribed by the stock exchanges.
4. Adhoc Committee : The scope of this Committee is to recommend to the Board regarding the development of the Sangam Land situated at 162 Wellesley Road, Pune 411 001. The Members of the Committee are Mr. P.P.Chhabria, Mr. S.N.Inamdar and Mr. S.K. Asher. Mr. P.P.Chhabria is acting as Chairman of the Committee.
During the Financial Year 2014-15, one meeting of this Committee was held on 23rd May, 2014.
XI. Related Party Transactions :
For details regarding Related Party Transactions, please refer to the Notes to the Financial Statements. Please also refer to Annexure VI with regard to Form No. AOC-2 for Related Party Transactions which are material in nature. The full text of the Related Party Transactions policy is available at the Company's website www.sudarshan.com
During the year under review, there were material significant transactions entered into by the Company with its Promoters, but no material transactions with Independent Directors or relatives etc. that may have a potential conflict with the interest of the Company.
There were no instances of non-compliance or penalty, strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets, during the last three years.
The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement with the Stock Exchanges.
The Company does not have any material non-listed Indian subsidiary company and hence, it is not required to have an Independent Director of the Company on the Board of such subsidiary company. However, in the interest of good governance, during the year, the Board of Directors of the Company have nominated an Independent Director on the Board of RIECO Industries Limited and Prescient Color Limited. The Audit Committee also reviews presentation made on significant issues in audit, internal control, risk management, etc. relating to subsidiaries.
In terms of the Whistle Blower Policy, it is affirmed that no personnel has been denied access to the Audit Committee.
The minutes of the meetings of the Board of Wholly Owned Subsidiary Companies i.e. Prescient Color Limited, RIECO Industries Limited, Sudarshan CSR Foundation, Sudarshan Europe B.V. and Sudarshan North America Inc., wholly owned subsidiary of Sudarshan Europe B.V. and first level step down subsidiary of Sudarshan were tabled before the Board at respective Board meetings and noted.
Except for the constitution of Nomination and Remuneration Committee, other non-mandatory requirements under Clause 49 of the listing agreement have not been adopted.
XV. Secretarial Audit:
M/s Rajesh Karunakaran & Co, Company Secretaries, Pune has been entrusted with the task of discharging the following :
(a) to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) and the total issued and listed capital. The audit report submitted to the Board confirms that the total issued / paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.
(b) to carry out audit of secretarial records of the Company for the Financial Year 2014-15 pursuant to Section 204 of the Companies Act, 2013 and to issue certificate to that effect. Certificate issued by PCS vide Form No. MR-3 is annexed to the Report of the Board of Directors as Annexure VIII.
XVI. Means of Communication:
The Quarterly, Half-Yearly, Nine Monthly (Unaudited) and Yearly Consolidated Audited financial results of the Company are announced / published within the prescribed time period stipulated under the listing agreement. These financial results are ordinarily published in The Economic Times - Pune & Mumbai Editions - English Newspaper, The Maharashtra Times - Pune Edition - Marathi Newspaper, The Financial Express - Pune & Mumbai Editions - English Newspaper, The Loksatta - Marathi Newspaper, Pune Edition.
The Company also displays all unaudited / audited financial results, any major announcements, decisions, Press releases or significant developments on its website www.sudarshan.com
In terms of SEBI Circular the Company has designated an e-mail address - email@example.com for enabling investors to post their grievances and to enable timely action on investor grievances, if any. Members are requested to forward their grievances, if any, at the designated e-mail address.
Shareholders / Investors are requested to access the Shareholder Referencer - "Investor Guide" which is being sent to you separately. Also the same is posted on the Company's website www.sudarshan.com to get an insight of how the system works and procedures involved.
XVII. SHAREHOLDERS INFORMATION
1. Annual General Meeting :
Day and Date: Friday, 14th August, 2015
Time :11.30 A.M.
Venue :Sumant Moolgaokar Auditorium, A-Wing, Ground Floor, Mahratta Chamber of Commerce, Industries And Agriculture, ICC Complex, Senapati Bapat Marg, Pune 411 016.
2. Financial Calendar (Tentative) :
April 2015 to March 2016
Sr.No. Particulars of Meetings Date
1 Audited Financial Results for the year ended 31st March, 2015 :27th May, 2015
2 Unaudited Quarterly Results for the Quarter ended 30th June, 2015. :14th August, 2015
3 64th Annual General Meeting :14th August, 2015
4 Unaudited Quarterly Results for the Quarter ended 30th September, 2015. :31st October, 2015
5 Unaudited Quarterly Results for the Quarter ended 31st December, 2015.: 30th January, 2016
6 Unaudited Quarterly Results for the Quarter ended on 31st March, 2016 / Audited Annual Results for the year ended on 31st March, 2016. :27th May, 2016
3. Date of Book Closure :
01/08/2015 to 14/08/2015 (both days inclusive).
4.Dividend payment date:
The Board of Directors at its meeting held on 27th May, 2015 have recommended dividend of Rs. 1.75 per equity share (@87.50% ) on a face value of Rs. 2 for the year Financial Year ended 31st March, 2015 subject to the approval of the shareholders in the Annual General Meeting. The dividend, if approved by the shareholders at the Annual General Meeting, will be paid on or before 12/09/2015 to those members whose names appear on the Register of Members of the Company / beneficial owners as on 14/08/2015.
6. Listing on Stock Exchanges & Stock Code:
BSE Limited: 506655
The National Stock Exchange of India Limited :Sudarschem
7. The International Security Identification Number (ISIN) for Company's equity shares registered with NSDL and CDSL is INE659A01023.
The Company has paid the Annual Listing fees in respect of BSE Limited and The National Stock Exchange of India Limited for the Financial Year 2015-2016.
8. Registrar and Transfer Agents:
Link Intime India Private Limited, Pune is acting as Company's Registrar and Transfer Agents to take care of all share related work including giving electronic credit of dematerialized shares of the Company. All share related matters are handled under the supervision of Mr. P.S.Raghavan Company Secretary who is also the Compliance Officer under the Listing Agreement.
9. Share Transfer System:
The Board has constituted a Share Transfer Committee for expeditious transfer of shares. The shares lodged with the Company and complete in all respects are usually transferred within a period of three weeks from the date of lodgment.
12. Dematerialization of shares and liquidity:
The Company's shares are presently traded on the BSE and NSE in dematerialized form. 100% Promoters share holding is held in dematerialized form.
As on 31st March, 2015, 92.74 % of the total shareholding in the Company is held in dematerialized form which includes the promoters shareholding of 52.89% .
13. Outstanding GDRs / ADRs / Warrants and other Convertible instruments, conversion dates and likely impact on equity:
Not applicable as not issued.
14. Plant locations:
Roha 46 MIDC Estate, Dhatav, Roha 402 116, Dist Raigad
Mahad Plot No. A-19/1+2, MIDC Estate, Mahad 402 301, Dist. Raigad
Ambadvet (Sutarwadi) R&D Laboratory, Ambadvet (Sutarwadi), Dist. Pune
15. Address for Correspondence:
(1) The Company Secretary
Sudarshan Chemical Industries Limited, 162 Wellesley Road,
Pune: 411 001 Tel No. : 020 -26226200
(2) Link Intime India Private Limited
"Akshay Complex" Block No. 202, 2nd Floor, Off Dhole Patil Road, Near Ganesh Temple, Pune:411001
Tel.No.: 020 -26160084, 020-26161629 Telefax : 020 -26163503E-mail : firstname.lastname@example.org
The Vice Chairman and Managing Director and the Acting CFO give an annual certification on financial reporting and internal controls to the Board in terms of Clause 49 of the Listing Agreement. The Vice Chairman and Managing Director and the Acting CFO also give quarterly certification on financial results while placing the financial results before the Board in terms of Clause 41 of the Listing Agreement. The annual certificate given by the Vice Chairman and Managing Director and the Acting CFO is published as Annexure I to this Report.
Compliance Certificate of the Auditors
Certificate from B.K.Khare & Co., Statutory Auditors confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached as Annexure II to this Report.
XVII. Code of Conduct:
The Board has laid down a Code of Conduct for all members of the Board and Senior Management consisting of members of the Corporate Executive Committee and other Employees / Executives of the Company. The Code of Conduct is posted on the Company's website www.sudarshan.com
All the members of the Board and Senior Management personnel have affirmed compliance with the Code of Conduct of the Company for the period from 1st April, 2014 to 31st March, 2015. The declaration dated 2nd May, 2015 received from Mr. P.R.Rathi, Vice Chairman and Managing Director in this regard is given below:
"I hereby declare that all Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct for the period from 1st April, 2014 to 31st March, 2015."
For and on behalf of the Board of Directors
For SUDARSHAN CHEMICAL INDUSTRIES LIMITED
Pune : 27th May, 2015